Standing on the Sideline
by Gimme-Chan
Summary: He's watched and worked with the mech he's come to love.  Sadly, said mech has taken a lover.  Now he watches from the sideline...but is there a glimmer of light at the end of the tunnel?  Mech on Mech, kind of a three way thing going...read, you'll see
1. Chapter 1

Warning! Contains some slash! Don't like slash or yaoi, please don't read. You've been warned! Thanks!

This little plot bunny followed me home from the TF_Bunny_Farm over on Live Journal.

Jazz/Prowl/Surprise

Also a touch angsty...

* * *

"Vorn" = about a year, "Decacycle" = about 1 week, "Cycle" = about 1 day, "Orn" = about an hour, "Breem" = about a minute

"Hi."- normal talk

_Hi - _unspoken thoughts

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**Chapter 1**

* * *

He had worked with Prowl for a long, long time.

Maybe that's what made him think he knew Prowl better than most. Made him think he understood how the logic based mech functioned. Looking back over all the time they'd known one another, he couldn't think of a time when he didn't like Prowl. Not as anything more than a dependable colleague of course...at first... But many mechs will tell how they seriously disliked the SIC when they first met him.

They thought he was too strict, too rigid, too uptight, and formal. And a lot of times, most of the time, Prowl was. Making it hard for many mechs to warm up to him. But none of that had ever stopped him or bothered him, he liked Prowl, just as he was.

They worked together often enough and yet, he found himself making excuses to seek the Praxian out. To have him look something over or enquire Prowl's opinion on an issue. A touch selfish on his part, he knew Prowl was a busy mech but he so rarely indulged in selfishness. And as Prowl was often over looked by just about every other mech, then perhaps his interruptions were not really that intrusive...maybe they were even a little welcomed.

As far as he was concerned, Prowl was an attractive mech. He had a grace all his own. One needed only to watch him to see it in how he moved. The way he walked, the nod of his head, the subtle hand gestures his used when he was explaining tactical strategies, the way he'd bring up his hand and rest his chin on it or absently stroke a thumb over his bottom lip when he was in deep concentration, and his doorwings...well, who couldn't appreciate those.

He could admit, had to admit, he'd fantasized about them. Often. How he would gently trap one of those doorwings between his hands, soothing the sensitive captured panel with caresses and kisses before pulling Prowl into the waiting circle of his arms... But that was just one of many late night pre-recharge fantasies. Something to be quietly indulged in, by himself, then safety tucked away in his processor.

Then he heard the whispers.

There were several versions of the rumor flying around but they all contained one constant...after all this time, Prowl had acquired a lover. But he didn't know who. He wasn't devastated, just simply hurt. No ones fault but his own, and truly he shouldn't have been as surprised as he was. He found Prowl attractive and captivating, why wouldn't another mech?

Another was bound to see what he saw and, unlike him, this mech made a move. He didn't want to site cowardice as the reason he hadn't approached Prowl. He wanted to site reasons like; they worked together too much or their ranks or job duties would get in the way. Really he'd been scared of Prowl's flat out rejection. Because once Prowl knew the truth, there was no taking it back. And most of all, he didn't want to ruin or lose a friendship he truly valued.

Prowl, being Prowl, had not breathed a word of his affair to anyone and his lover seemed to be following the same rule. Apparently, they were found out when Prowl's lover had been sighted leaving Prowl's quarters...far too early in the morning to be work related. He couldn't sound too interested in the rumors, so it ended up taking him all of two cycles to find out who Prowl's lover was.

He wasn't sure what to think when he did. He had nothing against the mech, he was a good individual. But he couldn't help but wonder if maybe, just maybe, Prowl was simply lonely. Simply taking up an offer because an offer had been extended. Prowl had been without any mates or lovers for many, many vorns now. The war and work had become his life. This new lover was most likely just an enjoyable break from it all. A short sabbatical.

It probably wouldn't last much longer now.

Prowl, being the work obsessed mech he was, was bound to tire of the affair or drive the mech off with his work obsessed ways. And when Prowl's current fling did come to an end, and it would….it had to, perhaps he would make his feelings known. Maybe it was time to bear his spark to Prowl and offer something more realistic, more permanent. For both of them.

Cycles turned into decacycles and Prowl was still with his lover.

They no longer hid it. That is to say Prowl would openly walk beside his lover and sit by him in the rec room...like they were now. Sitting across from one another, playing a game. During which, from time to time, Prowl would give his lover a soft subtle smile. One you'd miss if you didn't know to look for it. Before Prowl's lover came along, he had been solely privy to those smiles, not that Prowl didn't still smile at him. It just didn't feel the same...or maybe he just didn't like sharing Prowl.

He watched them and felt a pang in his chest...of what? Jealously? Jealous because tonight when he returned to his quarters he'd lay down on a cold berth, alone. Whereas Prowl's lover got to warm Prowl's berth, two passion warmed bodies that would lay together in comfortable entanglement.

He'd be left to his fantasies, fantasies he knew could never compare to the reality of actually having Prowl. Prowl's lover, on the other hand, could touch, stroke, caress, and kiss Prowl as he wished, no fantasies necessary.

He silently watched them, never letting on that he did so, from the doorway of the control room as one prepared for a mission. Prowl's lover nodded at Prowl's many soft spoken warnings (if Prowl had spoken any softer he wouldn't have been able to hear a word of it from the doorway). Prowl wanted him to be safe, to pay attention to the plans, especially the resent details he had updated and marked down.

And if all pit broke loose he was to get out of there as quickly as possible. But most importantly, he was to come back alive. The mech simply grinned into Prowl's stern face (so few would dare!) pulled the tactician into a hug then a short intense kiss before telling Prowl everything will be just fine and made his exit. He waited a few breems by the door frame before entering the room.

Prowl worked at the monitors, looking over various scans of many areas. No doubt burying himself in work so worry had no chance to settle in his processor. Prowl paused for a moment as he entered the control room, his foot steps were no doubt familiar, so Prowl continued on working. As he checked over reports and signed off on this and that, he eventually made his way to stand by Prowl.

"Is everything in order?"

Prowl nodded, "Yes and if all goes according to plan they will be returning in 5 orns."

He sighed and nodded, "Good…good."

Prowl looked over at him, "Is everything alright?"

He paused for a moment before slowly starting, "Tell me. How does it feel-" He was looked down, mindlessly running finger tips over a monitor's screen. He couldn't look at Prowl just yet, he knew his optics held emotions he didn't want Prowl to see, "-to be offered comfort? Not just being the protector but being the protector...and being assured that everything will turn out fine?"

Prowl stared at him for a few moments.

He risked a quick glance at Prowl, "I'm sorry. I overheard you and...and...and before he left he told you everything will be just fine. I don't get to hear that, it is more my place to say it and try to assure it. It's good you have someone to say it to you."

Prowl regarded him of a moment before speaking, "Optimus, do you disapprove of my relationship with Jazz?"

_Yes._

"No, Prowl. Not at all. If you want to be with Jazz, I see no wrong in it. I think you should do what makes you happy."

Prowl gave him one of those rare smiles before turning back to his work.

He lingered, watching over Prowl, sighing inside.

_That way, Prowl, at least one of us will be._

*****Authors Notes*****  
Thats right, originally called Sideline from Plot bunnies unleashed is getting its own story thing... Its going to end up with a few more chapters than I thought...lets all thank the plot bunny for biting many many times. XD Reading and reviewing is much loved! Thanks!


	2. Chapter 2

Warning! Contains some slash! Don't like slash or yaoi, please don't read. You've been warned! Thanks!

"Decacycle" = about 1 week, "Cycle" = about 1 day, "Orn" = about an hour, "Breem" = about a minute

This is all from Prime's POV

* * *

**Chapter 2**

* * *

He needed to check up on Prowl and see how the inventory report was coming along.

That was a lie.

That was a lie, it was a blatant lie, and sadly, it was a lie he tried to convince himself was the truth. He didn't NEED to check up on Prowl, didn't need to see how the inventory report was going. Prowl was his most trusted and the mech was beyond thorough, he could have…_should have_…waited until Prowl was back in his office to speak to him.

But if he did that, then any one could walk into Prowl's office while he was in there, interrupting them, intruding on a private moment, no matter how one sided that private moment might be. He knew such times weren't private or personal to Prowl, Prowl shared those moments with Jazz, but they were personal to him. And it didn't matter if the space of a whole room lay between them, it was nice to have Prowl all to himself, away from everyone else...especially Jazz.

It was that thought lingering in the back of his processor that he didn't want to completely acknowledge but what drove him down to the storage areas when Prowl was taking inventory. The inventory report was a blessing. No one wanted to do it and the task often fell on Prowl. Prowl had no problem with this since the inventory room was away from the main areas, quiet, and he could take his time and be as thorough as he wanted.

It was for all these reasons he liked having Prowl do inventory. He could sneak down there, speak to Prowl alone, outside of his office and they weren't ever interrupted.

He held in his hand a data pad with several reports transferred on to it. Just in case he needed a reason to speak with Prowl, should Prowl be in total work mode and not in the mood for immediate friendly conversation. Most of the time he didn't use them, Prowl seemed willing enough to stop work and talk.

The lift doors closed behind him once he stepped out and he started down the hallway toward the inventory room. He smiled behind his battle mask, imagining the surprised look Prowl would give him when he walked in, followed by one of those rare small smiles. So sweet the slight curve of those lips. Another instance of a moment he'd tuck away until left alone in his berth, when he could recall it and weave it into one of many prerecharge fantasies.

Seeing the doorway ahead, he activated the data pad and held it up in the manner of one walking and reading at the same time, he wasn't, he simply wanted the effect.

Turning at the doorway, he took a few steps in, a greeting forming on his lips as he looked up only to freeze in place at the site before him, the greeting dying in his throat, unspoken.

Before him, in the middle of the inventory room, stood Prowl...and Jazz. Prowl's back was to him but he could see they were locked in a passionate kiss. Prowl's arms were looped around Jazz's shoulders and neck. He could see black hands resting on Prowl's hips.

He watched as they skimmed up to caress the small of Prowl's back then shifted higher to reach the bottom edge of doorwings, a single black finger tracing along the edge of one, wrenching a moan from Prowl as he broke their kiss and buried his face in Jazz's neck.

He couldn't move or look away as Jazz fondled Prowl's doorwings. Hands moved in a way that would have made him jealous if he hadn't been frozen in shock. But as he watched, the fantasy began to take over. Those weren't Jazz's hands on Prowl but his own. Prowl was pressed up against him, moaning, encouraging him to continue.

His optics followed those hands, seeing them as his own, as they crept higher up Prowl's back. Eventually, those fingers curled around the tops of doorwings, stroking. His optics followed their every movement. Only a glint of blue drew his optics further upward till he was staring straight into Jazz's visor…..and he knew Jazz was staring straight back at him.

Cold reality slammed into him, bringing him out of his fantasy fast. And when Jazz grinned at him over Prowl's shoulder, he found himself capable of movement and quickly stumbled backwards out of the room. He swung around and pressed his back against the wall, just outside of the doorway and leaned his helm back.

He was an idiot. A fragging idiot.

He couldn't believe he had stood there and stared…..and even worse, Jazz had caught him. He should have apologized and backed out first thing. Primus, what Jazz must think of him…..

A thud on the other side of the wall right behind him made him jump, jarring him from his thoughts.

What the…

A wanton moan followed the sounds of someone moving against the wall, causing a tendril of warmth to curl through him.

No. There was no way….

"Ya want more?"

He froze as the thick seductive voice that was all Jazz filtered through the wall. out the doorway. He could almost hear the mech's smile. Jazz gave a low chuckle which was followed by a loud gasp…so unmistakably Prowl.

He could hear Prowl squirming against the wall. In his minds eye he could see it all and the vision was erotic, so erotic. He could see himself pressing Prowl against the wall, his larger body pinning him there, freeing his hands so they could explore every inch of the sweet pristine white and black plating.

He'd take his time, tease seams, tweak all the right wires, stroke quivering doorwings before burying his fingers up to the knuckles in those sensitive joints, pressing till Prowl screamed with pleasure, lost in an incoherent sea of sensation.

His body felt hot and heavy…..oh, Primus….

"Ya like that?"

Jazz's voice broke through his hazy mind.

Prowl's needy whine was all the answer Jazz got. All Jazz needed to continue.

The sound alone made his knees weak. Made him almost slide down the wall and pool on the floor.

Every sound from the other side of the wall drove the fantasy. He was revved up. Nearly shaking, biting back a moan of his own.

He should leave, he shouldn't be here. Had no right. He was intruding on Prowl's private life and that was unacceptable. It was one thing to accidentally walk in but he had stayed and watched and was now staying and listening.

Primus help him, the mech wasn't his but he couldn't force himself to let go. He was still holding on to some shred of hope that someday, somehow, it would be him in there with Prowl.

Jazz's deep voice sliced through his thoughts, "Ready?"

Ready? For what?

Jazz gave a deep breathy chuckle, giving away his own arousal, "Lemme hear it, sing it out."

He heard Prowl gave a small cry as he withered against the wall. Could hear Prowl's harsh panting, moving as if his hands sought purchase against the smooth metal surface.

"Ja...ahhhhh!...hgnnnnnn..." Prowl's voice echoed sending shivers through his frame. He prayed Primus for control. Without it, he'd step into the room, rip Jazz from Prowl and finish the job himself. He pressed his face against the wall, feeling the vibrations of Prowl's every move filter through.

The movements suddenly stilled as Prowl cried out, a beautiful wail as his overload washed over him. He heard the mech slid down the wall, harsh panting echoing.

Jazz's deep, highly entertained chuckle wafted through the wall and out the doorway, "Was that good for you?"

He had to leave…NOW.

On legs he wasn't sure would hold him up or get him very far, he stumbled slowly, almost painfully to the lift. The doors opened and he stepped in rested against the wall. He needed relief. His body was taut with need and Prowl's voice, that echoing pleasured cry, wouldn't stop ringing in his audios. He couldn't go back to his office, he might be interrupted.

Pressing the button, he headed to his personal quarters. Thankfully not too much of a walk from the lift. It felt like agony walking normally and acting as if he wasn't moments away from overloading. Once safe inside his quarters, he leaned back on the locked door, he couldn't even hold off long enough to make it to his berth.

Vents heaved, hands stroked heated plating, fingers pressing into seams, stoking the fire that seemed to be racing through every circuit in his frame. His optics were dark, his mind painting a vivid fantasy. And in that fantasy he was not alone in his quarters.

It was another's hands on his frame, handsome white hands that touched and enticed. That slipped into seams and teased wires, bringing him closer and closer.

Prowl.

He moaned as overload hit, rolling through him, strong and heady, enough to make his legs too weak to hold him up. He slid down, unconsciously mimicking the very actions he'd heard Prowl do, and rested, shivering, on the floor, his back and helm came to rest against the door.

He stayed there, optics off, letting the fantasy finish up with Prowl gently coming to straddle him, arms looping around his neck as Prowl leans in to give him a soft, sweet kiss.

Beautiful.

He relaxed and stayed like that for a good 20 breems, letting his mind float, not really thinking of anything in particular.

Knowing work was still piled up on his desk, he tucked away the memories of the last orn, and slowly stood, stretching before making his way back to his office.

The door slid open at his touch, he took one step in and stopped dead in his tracks.

In his office, leaning back in a chair, feet propped up on his desk, inventory report in his hand, was Jazz. The Ops mech swiveled the chair, shifting just enough to look at him without removing his feet from the desk.

Optics met visor, he felt like his tanks froze when Jazz grinned, "Enjoy the show?"

*****Authors Notes***  
**In my mind Jazz can be a shameless exhibitionist as well as a voyeur. So, don't worry, this isn't Jazz being mean, I know it kinda sounds like it but its not. He's just setting the stage...LOL  
As always, reading and reviewing is MUCH loved! :) Thanks again!


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